Statement of Changes in Beneficial Ownership (4)
May 20 2015 - 5:35PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
WARMENHOVEN DANIEL J
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2. Issuer Name
and
Ticker or Trading Symbol
ARUBA NETWORKS, INC.
[
ARUN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
NETAPP, INC., 495 EAST JAVA DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/18/2015
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(Street)
SUNNYVALE, CA 94089
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/18/2015
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M
(1)
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3812.0
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A
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$0.0
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33539
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D
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Common Stock
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5/18/2015
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M
(1)
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6339.0
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A
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$0.0
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39878
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D
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Common Stock
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5/18/2015
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M
(1)
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5267.0
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A
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$0.0
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45145
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D
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Common Stock
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5/18/2015
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M
(1)
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7900.0
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A
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$0.0
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53045
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D
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Common Stock
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5/18/2015
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D
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53045.0
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D
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(2)
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0
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D
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Common Stock
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5/18/2015
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D
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12505.0
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D
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(3)
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0
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I
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by Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (right to buy)
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$23.16
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5/18/2015
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D
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25000.0
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(4)
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12/9/2017
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Common Stock
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25000
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(5)
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0
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D
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Restricted Stock Units
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$0.0
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5/18/2015
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M
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5267.0
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12/5/2015
(1)
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12/5/2015
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Common Stock
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5267
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(5)
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0
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D
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Restricted Stock Units
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$0.0
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5/18/2015
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M
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3812.0
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11/29/2013
(1)
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11/29/2016
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Common Stock
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3812
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(5)
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0
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D
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Restricted Stock Units
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$0.0
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5/18/2015
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M
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6339.0
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12/5/2014
(1)
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12/5/2017
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Common Stock
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6339
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(5)
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0
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D
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Restricted Stock Units
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$0.0
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5/18/2015
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M
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7900.0
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12/5/2015
(1)
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12/5/2018
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Common Stock
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7900
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(5)
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0
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D
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Explanation of Responses:
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(
1)
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Restricted Stock Units became fully vested and were settled for shares of Common Stock immediately prior to the consummation of the Merger, as defined below.
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(
2)
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53,045 shares were disposed of at the effective time of the merger of a subsidiary of Hewlett-Packard Company ("Hewlett-Packard") with and into the Issuer ("Merger") pursuant to the Agreement and Plan of Merger, dated as of March 2, 2015, by and among Hewlett-Packard, Aspen Acquisition Sub, Inc. and the Issuer (the "Merger Agreement") in exchange for $24.67 per share, without interest, and subject to deduction for any applicable withholding taxes (the "Merger Consideration"). Includes restricted stock units that became fully vested and were settled for shares of Common Stock immediately prior to the consummation of the Merger.
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(
3)
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12,505 shares were disposed of at the effective time of the Merger in exchange for the Merger Consideration.
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(
4)
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The NQ stock option, which became fully vested as of December 10, 2014, was canceled in the Merger in exchange for a cash payment, representing the excess of the Merger Consideration over the exercise price of the option multiplied by the number of shares subject to the NQ stock option.
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(
5)
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This is not a reportable field.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WARMENHOVEN DANIEL J
NETAPP, INC.
495 EAST JAVA DRIVE
SUNNYVALE, CA 94089
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X
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Signatures
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By: Carmen Elliott, Attorney in Fact For: Daniel Warmenhoven
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5/20/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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